Simpson Thacher is advising the Conflicts Committee of the Board of Directors of Apollo Global Management, Inc. (NYSE: APO) (“Apollo”) in connection with the entry by Apollo and Athene Holding Ltd. (NYSE: ATH) (“Athene”) into a definitive agreement to merge in an all-stock transaction, creating a combined company with a pro forma $29 billion market capitalization. Upon closing of the merger, current Apollo shareholders will own approximately 76% of the combined company on a fully diluted basis, and Athene shareholders will own approximately 24%. The transaction is expected to close in January 2022, subject to customary regulatory and shareholder approvals.
Simpson Thacher is also advising the Conflicts Committee of the Board of Directors of Apollo in connection with Apollo’s announced changes to update its corporate and governance structure, including conversion to a “one share/one vote” structure with a single class of common stock and the elimination of the special governance rights provided to Apollo’s current executive committee. Completion of these changes is expected to make Apollo eligible for inclusion on the S&P 500. The completion of the corporate governance updates and related transactions is subject to regulatory and shareholder approvals and is expected to be completed in January 2022 in connection with the closing of the Athene transaction.
Apollo is a leading global investment manager with offices in New York, Los Angeles, San Diego, Houston, Bethesda, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong, Shanghai and Tokyo, among others. Apollo had assets under management of approximately $455 billion as of December 31, 2020 in credit, private equity and real assets funds.
Athene, through its subsidiaries, is a leading retirement services company with total assets of $202.8 billion as of December 31, 2020 and operations in the United States, Bermuda and Canada. Athene specializes in helping its customers achieve financial security and is a solutions provider to institutions.
The Simpson Thacher team includes Eric Swedenburg, Joe Kaufman and Matt Hart (Corporate); and Marcy Geller and Tyler Robbins (Tax).